FORM 4

      Check this box if no longer subject to Section 16.  Form 4 or Form 5 obligations may continue.
See Instruction 1(b).

(Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section
17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the
Investment Company Act of 1940

OMB APPROVAL

OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden
hours per response. . . 0.5

 

 1. Name and Address of Reporting Person *



Schulze    Richard    M.

(Last)            (First)              (Middle)


7075 Flying Cloud Drive

(Street)


Eden Prairie, MN    55344

(City)       (State)          (Zip)

 

 2. Issuer Name and Ticker
    or Trading Symbol

Best Buy Co., Inc.   BBY

 



 3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

 4. Statement for
 (Month/Day/Year)

12/30/02





 5. If Amendment, Date of
   Original (Month/Day/Year)

 6. Relationship of Reporting Person(s) to Issuer

     (Check all applicable)

   X   Director

 

   X   10% Owner

 

   X   Officer (give title below)

 

      Other (specify below)

Chairman of the Board  

 


 7. Individual or Joint/Group
     Filing (Check Applicable Line)

   X   Form filed by One Reporting Person

      Form filed by More than One Reporting Person

 

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

 

1. Title of Security
(Instr. 3)

2. Transaction Date (Month/Day/
Year)

2A. Deemed Execution Date, if any (Month/Day/
Year)

3. Transaction Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)

7. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A) or (D)

Price

Common Stock

12/09/02

 

G (1)

V

2,550

D

 

 

 

 

Common Stock

12/30/02

 

J (2)

V

654,561

D

 

49,228,507

I

Trustee for revocable trust

Common Stock

12/09/02

 

G (1)

V

2,550

A

 

2,550

I (3)

Trustee for children's trusts

Common Stock

12/30/02

 

J (2)

V

633,446

A

 

633,446

I

Sole general partner of limited partnership

Common Stock

12/30/02

 

J (2)

V

21,115

A

 

21,115

I

Sole member of LLC which is sole general partner of limited partnership

Common Stock

 

 

 

 

 

 

 

488,245

D

 

Common Stock

 

 

 

 

 

 

 

1,150

I (3)

Spouse

Common Stock

 

 

 

 

 

 

 

47,535

I

401(k) Plan

Common Stock

 

 

 

 

 

 

 

753,784

I

GRAT

Common Stock

 

 

 

 

 

 

 

762,029

I

Spouse GRAT

Common Stock

 

 

 

 

 

 

 

126,582

I

Spouse Irrevocable Trust

Common Stock

 

 

 

 

 

 

 

684

I

Spouse IRA

Common Stock

 

 

 

 

 

 

 

690

I

IRA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

 

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date
(Month/Day/
Year)

3A. Deemed Execution Date, if any (Month/Day/
Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Securities: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date
Exercisable

Expiration
Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$2.13

 

 

 

 

 

 

 

4/17/07

Common Stock

219,000

 

219,000

D

 

Stock Option (Right to Buy)

$11.46

 

 

 

 

 

 

 

4/23/08

Common Stock

480,000

 

480,000

D

 

Stock Option (Right to Buy)

$34.79

 

 

 

 

 

 

(4)

4/15/09

Common Stock

150,000

 

150,000

D

 

Stock Option (Right to Buy)

$34.79

 

 

 

 

 

 

 

4/15/09

Common Stock

7,500

 

7,500

D

 

Stock Option (Right to Buy)

$46.75

 

 

 

 

 

 

(4)

4/13/10

Common Stock

600,000

 

600,000

D

 

Stock Option (Right to Buy)

$46.75

 

 

 

 

 

 

 

4/13/10

Common Stock

7,500

 

7,500

D

 

Stock Option (Right to Buy)

$37.06

 

 

 

 

 

 

(4)

4/26/11

Common Stock

375,000

 

375,000

D

 

Stock Option (Right to Buy)

$37.06

 

 

 

 

 

 

 

4/26/11

Common Stock

7,500

 

7,500

D

 

Stock Option (Right to Buy)

$51.27

 

 

 

 

 

 

(4)

4/10/12

Common Stock

127,500

 

127,500

D

 

Stock Option (Right to Buy)

$51.27

 

 

 

 

 

 

 

4/10/12

Common Stock

7,500

 

7,500

D

 

 

 

 Explanation of Responses:

 (1) Includes gifts to six trusts for the benefit of the children of the reporting person’s spouse for which the reporting person is the trustee.

(2) 654,561 shares transferred to two limited partnerships: 633,446 shares to Olympus Investments Limited Partnership A, a limited partnership of which the reporting person is the sole General Partner, and 21,115 shares to Olympus Investments Limited Partnership B, a limited partnership of which the reporting person is the sole member of a limited liability company that is the sole General Partner.  The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

(3) The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purposes.

(4) The options vest in four equal installments beginning one year from the date of grant.

 

 

 

 

/s/ Nancy J. Wigchers

** Signature of Reporting Person

1/20/03

Date

 

 

Attorney-in-fact for
Richard M. Schulze

 

 

 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

 

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
      See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

 

Note:   File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

 

 

http://www.sec.gov/divisions/corpfin/forms/form4.htm

Last update: 09/05/2002

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that I, Richard M. Schulze, hereby constitute and appoint Joseph M. Joyce, Nancy J. Wigchers, Mark Geldernick, and Joseph W. Wirth and each of them, my true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution for me and in my name, place and stead, to sign any reports on Form 4 (Statement of Changes in Beneficial Ownership of Securities) and Form 5 (Annual Statement of Changes in Beneficial Ownership) relating to transactions by me in Common Stock or other securities of Best Buy Co., Inc., and all amendments thereto, and to file the same, with the Securities and Exchange Commission and the New York Stock Exchange, Inc., granting unto said attorneys-in-fact and agents, and each of them, or their substitutes, full power and authority to do and perform each and every act and thing requisite or necessary to be done, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.  This Power of Attorney shall be effective until such time as I deliver a written revocation thereof to my above-named attorneys-in-fact and agents.

 

Dated:  August 26, 2002

 

/s/ Richard M. Schulze

 

 

 

 

 

Richard M. Schulze